Statement of Changes in Beneficial Ownership (4)
August 04 2020 - 5:43PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Bevilacqua Thomas A |
2. Issuer Name and Ticker or Trading Symbol
GAIN Capital Holdings, Inc.
[
GCAP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VANTAGEPOINT CAPITAL PARTNERS, 1111 BAYHILL DRIVE, SUITE 220 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/31/2020 |
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(Street)
SAN BRUNO, CA 94066
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 7/31/2020 | | D(1) | | 109477 | D | $6.00 | 0 | D (2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | On July 31, 2020, Gain Capital holdings, Inc. (the "Issuer") and StoneX Group Inc. (f/k/a INTL FCStone Inc.) completed the merger contemplated by the Agreement and Plan of Merger among the parties thereto, dated as of February 26, 2020 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement each share of Issuer common stock reported in Table I above was converted into the right to receive $6.00 in cash. |
| (2) | Mr. Bevilacqua, one of the Issuer's directors, is a managing director of VantagePoint Capital Partners. VantagePoint Management, Inc. has voting and investment control over these shares. Mr. Bevilacqua disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bevilacqua Thomas A
C/O VANTAGEPOINT CAPITAL PARTNERS
1111 BAYHILL DRIVE, SUITE 220
SAN BRUNO, CA 94066 | X |
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Signatures
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| /s/ Thomas A. Bevilacqua | | 8/4/2020 |
| **Signature of Reporting Person | Date |
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